REGISTERED NUMBER: 07170715 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE PERIOD 1 AUGUST 2024 TO 30 SEPTEMBER 2025

FOR

STUDIO NICHOLSON LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Income Statement

8

Balance Sheet

9

Notes to the Financial Statements

10

DIRECTORS:

A J Alderton

Ms N Wakeman

REGISTERED OFFICE:

First Floor

9-15 Helmsley Place

London

E8 3SB

REGISTERED NUMBER:

07170715 (England and Wales)

AUDITORS:

Agnon LLP

Kelvin House

Kelvin Way

Crawley

West Sussex

RH10 9WE

The directors present their strategic report for the period 1 August 2024 to 30 September 2025.

Director’s Overview

The period to 30 September 2025 marked a pivotal stage in Studio Nicholson’s evolution. The business has transitioned to structured acceleration, delivering improved profitability while continuing to invest in brand elevation, product development and international infrastructure. This year represents the second phase of our five year roadmap, strengthening foundations, enhancing operational discipline and positioning the brand for scalable global growth. Expansion has been funded through internal cashflow, reinforcing our commitment to sustainable, independent development and long term value creation. Studio Nicholson is no longer simply building resilience, it is building momentum.

Strategic Positioning

Studio Nicholson operates as a design led global brand across retail, eCommerce, wholesale and selected franchise partnerships. Our ambition is to be recognised internationally as a contemporary designer brand while maintaining a disciplined pricing architecture that supports accessibility, margin integrity and repeat customer loyalty.

We continue to refine our visual language, elevate presentation and align distribution with premium global peers. Every strategic decision is guided by a balance between creative integrity and commercial strength, ensuring the brand scales without dilution.

Growth and Expansion

During the year, we expanded our owned retail footprint in London, strengthening our direct customer relationship and enhancing control over brand experience. Retail remains central to storytelling and long term brand equity.

Internationally, we laid the groundwork for meaningful growth in China. We launched on the Tmall platform, supported by the establishment of a local warehouse to improve fulfilment efficiency and customer experience. Following successful digital activation and pop up engagement, we secured a structured multi store rollout agreement, beginning with a Shanghai flagship opening in 2026. This milestone marks the transition from an opportunistic presence to a deliberate and strategically managed market entry in one of the world’s most important luxury regions.

Our approach remains phased and disciplined, prioritising flagship positioning, brand elevation and operational excellence over rapid expansion.

We are also preparing to formalise a US entity to optimise logistics, reduce tariff exposure and strengthen margin structure as North American demand continues to grow.

Digital and Omnichannel Development

Direct to consumer continues to be a strategic growth engine. Investment in digital experience, localisation and CRM has strengthened acquisition and retention. The next stage will further integrate stores and online through enhanced omnichannel capability, shared inventory visibility and improved fulfilment flexibility.

Our objective is not simply revenue growth, but the creation of a seamless global customer ecosystem.

Product, Design and Category Development

Product & Design remains the foundation of long term value.

During the year, we initiated a structured repositioning of Womenswear, refining range architecture, improving international fit and strengthening pricing clarity. Hard accessories, including bags and footwear, are being developed with greater consistency and depth to increase category contribution.

Simultaneously, we are consolidating our supply base, renegotiating commercial terms and investing in fabric development and technical capability. These actions enhance gross margin resilience while protecting product integrity

Operational Strength

Inventory discipline, margin governance and internal controls have improved materially. We are planning our systems roadmap and preparing for audit, reinforcing transparency and governance as the business scales.

During the year, the Company successfully completed a UK warehouse relocation to support increasing order volumes and international expansion. The move strengthens fulfilment capability, improves operational efficiency and provides the infrastructure required to scale without compromising service levels. Our focus remains on profitable growth, cash discipline and capital efficiency. In addition, we opened a warehouse in China to support the continued growth of our Tmall China business and improve local fulfilment capability

PRINCIPAL RISKS AND UNCERTAINTIES

The Company operates within a dynamic global environment. Key risks include macroeconomic volatility, consumer demand fluctuation, tariff and trade policy changes, currency exposure and execution risk linked to international expansion.

Tariff exposure, particularly between the US, China and Europe, is closely monitored. Mitigation strategies include supplier diversification, pricing flexibility and regional structural optimisation.

A phased expansion strategy, disciplined cost management and geographic diversification strengthen resilience against market volatility.

PEOPLE, CULTURE AND WELLBEING

The Company recognises that long term value creation depends on attracting and retaining exceptional talent. Alongside targeted senior hires, we have enhanced our employee proposition, including the introduction of AXA private medical insurance and structured wellbeing benefits. An electric vehicle salary sacrifice scheme is already in place, and we plan to introduce a Cycle to Work scheme in the coming year. These initiatives support retention, performance stability and organisational resilience as we scale internationally.

OUTLOOK

Studio Nicholson enters the next financial year with stronger foundations and clear strategic direction. Priorities include launching the Shanghai flagship, deepening Womenswear performance, expanding omnichannel capability and continuing margin enhancement. Planning on opening global flagships in New York and Paris.

We remain confident that Studio Nicholson is positioned to scale into a globally recognised, multi market brand while preserving its independent ethos and long term value creation strategy.

ON BEHALF OF THE BOARD:

Ms N Wakeman - Director

29 April 2026

The directors present their report with the financial statements of the company for the period 1 August 2024 to 30 September 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 August 2024 to the date of this report.

A J Alderton

Ms N Wakeman

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Agnon LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Ms N Wakeman - Director

29 April 2026

Opinion

We have audited the financial statements of Studio Nicholson Limited (the 'company') for the period ended 30 September 2025 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 September 2025 and of its profit for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- Enquiring of management, the Audit & Risk Committee in-house and external legal counsel concerning actual and potential litigation and claims;

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- Reading minutes of meetings of those charged with governance;

- Obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

- In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and

evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

M I Ashraf FCCA (Senior Statutory Auditor)

for and on behalf of Agnon LLP

Kelvin House

Kelvin Way

Crawley

West Sussex

RH10 9WE

29 April 2026

TURNOVER

16,513,936

13,651,283

Cost of sales

8,659,523

7,886,455

GROSS PROFIT

7,854,413

5,764,828

Administrative expenses

7,495,425

5,631,977

OPERATING PROFIT

4

358,988

132,851

Interest payable and similar expenses

117,972

107,711

PROFIT BEFORE TAXATION

241,016

25,140

Tax on profit

-

-

PROFIT FOR THE FINANCIAL PERIOD

241,016

25,140

FIXED ASSETS

Intangible assets

5

64,894

22,842

Tangible assets

6

393,842

221,948

Investments

7

1,000

-

459,736

244,790

CURRENT ASSETS

Stocks

2,729,664

2,576,345

Debtors

8

2,000,044

1,155,856

Investments

9

810,717

-

Cash at bank

731,511

1,012,576

6,271,936

4,744,777

CREDITORS

Amounts falling due within one year

10

5,118,247

3,652,342

NET CURRENT ASSETS

1,153,689

1,092,435

TOTAL ASSETS LESS CURRENT LIABILITIES

1,613,425

1,337,225

CREDITORS

Amounts falling due after more than one year

11

1,001,475

966,291

NET ASSETS

611,950

370,934

CAPITAL AND RESERVES

Called up share capital

4,250

4,250

Share premium

2,079,125

2,079,125

Retained earnings

(1,471,425

)

(1,712,441

)

SHAREHOLDERS' FUNDS

611,950

370,934

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 29 April 2026 and were signed on its behalf by:

Ms N Wakeman - Director

1.	STATUTORY INFORMATION

Studio Nicholson Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of nil years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

25% on reducing balance

Computer equipment

-

33% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 48 (2024 - 37 ) .

4.	OPERATING PROFIT

The operating profit is stated after charging:

Period

1.8.24

to

Year Ended

30.9.25

31.7.24

£

£

Depreciation - owned assets

106,216

65,650

Patents and licences amortisation

20,965

18,362

5.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 August 2024

79,286

Additions

63,017

At 30 September 2025

142,303

AMORTISATION

At 1 August 2024

56,444

Charge for period

20,965

At 30 September 2025

77,409

NET BOOK VALUE

At 30 September 2025

64,894

At 31 July 2024

22,842

Patents, licences and website is being written off in equal annual instalments over its estimated

economic life of 5 years.

6.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

£

£

£

£

COST

At 1 August 2024

18,202

330,753

70,908

419,863

Additions

7,096

253,608

17,406

278,110

At 30 September 2025

25,298

584,361

88,314

697,973

DEPRECIATION

At 1 August 2024

18,058

122,747

57,110

197,915

Charge for period

4,140

88,800

13,276

106,216

At 30 September 2025

22,198

211,547

70,386

304,131

NET BOOK VALUE

At 30 September 2025

3,100

372,814

17,928

393,842

At 31 July 2024

144

208,006

13,798

221,948

7.	FIXED ASSET INVESTMENTS

Other

investments

£

COST

Additions

1,000

At 30 September 2025

1,000

NET BOOK VALUE

At 30 September 2025

1,000

8.

DEBTORS

30.9.25

31.7.24

£

£

Amounts falling due within one year:

Trade debtors

376,770

493,858

Amounts recoverable on contract

300,832

-

Other debtors

1,005,934

661,998

1,683,536

1,155,856

Amounts falling due after more than one year:

Amounts owed by group undertakings

224,135

-

Other debtors

92,373

-

316,508

-

Aggregate amounts

2,000,044

1,155,856

9.	CURRENT ASSET INVESTMENTS

30.9.25

31.7.24

£

£

Short term deposits

810,717

-

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.25

31.7.24

£

£

Bank loans and overdrafts

2,211,030

1,275,368

Trade creditors

2,099,685

1,657,740

Taxation and social security

218,132

231,736

Other creditors

589,400

487,498

5,118,247

3,652,342

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

30.9.25

31.7.24

£

£

Other creditors

1,001,475

966,291

12.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the period ended 30 September 2025 and the year ended 31 July 2024:

30.9.25

31.7.24

£

£

Ms N Wakeman

Balance outstanding at start of period

50,731

45,134

Amounts advanced

9,022

5,597

Amounts repaid

(60,271

)

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of period

(518

)

50,731